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Blackrock / CS ETF Business DETERMINATION OF MERGER NOTIFICATION M/13/001 – BlackRock / CS ETF Business Section 21 of the Competition Act 2002 Proposed acquisition by BlackRock Inc of the Exchange Traded Funds business of Credit Suisse AG Dated 9/05/2013 Introduction 1. On 8 February 2013, in accordance with Section 18(1)(a) of the Competition Act, 2002 (“the Act”), the Competition Authority (“the Authority”) received a notification of a proposed acquisition of sole control by BlackRock Inc, through a number of indirectly held subsidiaries (together referred to as "BlackRock”), of the exchange traded fund business of Credit Suisse Group AG and its subsidiaries (“Credit Suisse”). The Undertakings Involved Acquirer 2. BlackRock is a U.S. publicly traded company active in the provision of global investment management, risk management and advisory services to institutional and retail clients around the world. 3. BlackRock manages assets on behalf of institutional and individual investors worldwide through a variety of fixed income, cash management, equity and balanced and alternative investment separate accounts and funds. BlackRock is especially involved in the passive asset management business, via various products including Exchange Traded Funds (“ETFs”). In addition, through BlackRock Solutions, BlackRock offers risk management and advisory services. 4. BlackRock provides its asset management services, including passive asset management products, through its network of account sales managers and through a variety of financial intermediaries (banks, brokers, insurance companies or other distributors). 5. iShares is BlackRock’s ETF platform. BlackRock acquired iShares as part of its acquisition of BGI in 2009.1 iShares offers over 600 ETFs globally across equities, fixed income and commodities, traded on 20 exchanges worldwide. According to BlackRock, the iShares customer base consists of the institutional segment of pension plans and fund managers, as well as the retail segment of financial advisors and high net worth individuals. 6. Within the State BlackRock operates through its two Irish domiciled entities (i) BlackRock Asset Management Ireland Ltd, an authorised 1Case COMP/M.5580 – BlackRock/BGI . Merger Notification M/13/001 – BlackRock / CS ETF Business UCITS Management Company which manages UCITS and non-UCITS funds, and (ii) BlackRock Investment Ltd, Dublin branch, which is BlackRock's regulated entity covering the operations of BlackRock's Irish-based Global Renewable Power Investment group, Irish Financial Markets Advisory group and Irish client management and marketing group. BlackRock Asset Management Ireland Ltd manages […] funds with total assets of approximately USD […] billion/EUR […].2 Overall BlackRock has […] employees in Ireland. BlackRock estimates that […] […] of all assets it manages within the State are held by investors located in […].3 BlackRock submits that it does not target Irish consumers. 7. For the financial year ending 2012, BlackRock had a worldwide turnover of €6,717 million (gross) 4 and an estimated turnover in the State of €[…]. The Vendor 8. Credit Suisse is a multinational financial services provider based in Switzerland. Credit Suisse is involved globally in the provision of services in the commercial banking, wealth management, investment banking and asset management sectors to companies, institutional clients and high net worth private clients. Credit Suisse also provides such services to retail clients in Switzerland. The Target 9. The target comprises the ETF business of Credit Suisse (“the CS ETF Business”). The CS ETF Business is currently part of the Private Banking & Wealth Management Division of Credit Suisse. 10. The CS ETF Business was launched in 2001 with a focus on serving Swiss clients marketed through Credit Suisse’s private bank. The early fund range comprised Swiss domiciled funds together with Luxembourg domiciled (UCITS) funds. In 2009, CS ETF Business launched an Irish UCITS platform designed to broaden the product offering and client base. 5 CS ETF Business now offers 58 ETF funds as follows: 9 Swiss funds which replicate Swiss equity, fixed income and gold indices; 3 Luxembourg UCITS funds focusing on European Monetary Union and emerging markets indices; 46 ETF products domiciled in the State covering a variety of equity, fixed income and money market indices in developed and emerging markets. 11. The CS ETF Business distributes its products through Credit Suisse’s integrated downstream operations, through its own network of account sales managers and through a variety of financial intermediaries 2 Calculated using the ECB spot exchange rate of 05 February 2013, EUR1=USD1.35. 3 Source: BlackRock internal presentation “[…] – December 2011. Data provided in the presentation based on Lipper Feri data. 4 The worldwide figure is based on USD 9,337 million, Calculated using the ECB average annual exchange rate, for the period 01 January to 31 December 2011, EUR1=USD1.39 5 In this context "platform" refers to the country where the products are domiciled. Merger Notification M/13/001 – BlackRock / CS ETF Business 2 (banks, brokers, insurance companies or other distributors). The CS ETF Business submits that it does not target Irish consumers. 12. In the State, the ETFs are managed by Credit Suisse Fund Management Company (Ireland) Limited. Trust and custody services are provided under a contract with BNY Mellon Trust Company (IE) Ltd whereas fund administration and transfer agency services are provided under a contract with BNY Mellon Fund Services (IE) Ltd. 13. For the financial year ending 2012, CS ETF Business had a worldwide turnover of €[…] (gross) and a turnover in the State of €[…] (gross). 6 The Proposed Transaction 14. The proposed transaction would result in the acquisition of control by BlackRock of the CS ETF Business, currently conducted by the Private Banking & Wealth Management Division of Credit Suisse, following a Sale and Share Purchase Agreement dated 10 January 2013. 15. The proposed transaction involves the transfer of the shares in Credit Suisse Fund Management Company (Ireland) Limited and the transfer of the fund management and investment management business functions currently conducted by certain Credit Suisse subsidiaries. 7 The Rationale 16. BlackRock submits that proposed transaction would enable it to deepen its relationships with its European clients, essentially in the ETF business, and to offer an expanded range of ETFs. It would also provide an opportunity for BlackRock to increase its local presence and provide stronger on-the-ground support to existing and prospective clients in Switzerland. 17. Credit Suisse submits that the proposed transaction forms part of its strategic divestment plans and would allow Credit Suisse to realise value from the CS ETF Business built up over recent years. 8 Third Party Submissions 18. No third party submission was received. Requirement to provide Further Information 19. The Authority required further information from the parties to assist it with its investigation into the likely effects of the proposed transaction. Therefore, on 6 March 2013, the Authority served Requirements to provide Further Information (“RFIs”) pursuant to section 20(2) of the Act on BlackRock Inc and Credit Suisse AG. 20. The parties duly complied with the RFIs on 11 April 2013. Section 19(6)(b)(i) of the Act provides that the date of compliance with an RFI becomes the new date from which the one-month Phase 1 period runs, 6 Figures are based on […] of CHF […] and CHF […] respectively. Calculated using the ECB average annual exchange rate for the period 01 January to 31 December 2012 of €1=CHF1.23. 7 See companies listed in Annex 2.3(b) to the Notification. 8 See page 17 of the 2012 Credit Suisse Annual Report available at: https://www.credit- suisse.com/publications/annualreporting/doc/2012/csg_ar_2012_en.pdf#page=1&zoom=auto,0,8 13. Merger Notification M/13/001 – BlackRock / CS ETF Business 3 thereby resetting the deadline by which the Authority must make its Phase 1 Determination. Thus, the one-month period recommenced on 11 April 2013. Horizontal Overlap 21. The proposed transaction concerns the asset management sector as both parties are active in the provision of asset management services. 22. The parties submit that the relevant product markets concerned is the provision of asset management services. 23. Asset management concerns the provision of investment advice and often also the implementation of this advice with delegated powers from the client. A variety of investment products and asset classes are available to the investor or the investment manager, such as equity, fixed income, real estate, futures, ETFs and others to achieve an investment strategy. Asset management services include the creation, establishment and marketing of retail pooled funds (mutual funds, unit trusts, investment trusts and open-ended investment companies) and the provision of portfolio management services to pension funds, institutions, international organisations and private investors. 24. The Commission has reviewed similar transactions in the past and has clearly defined a market for asset management. 9 In addition, the Commission has also considered other possible further segmentation of the asset management market including (1) retail versus institutional, a distinction based on investor type; and (2) active versus passive management, a distinction based on investment strategy. However, on each occasion the Commission has left open the question of the further
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